Quote:
Originally Posted by
johanm 
I don't know of any deeper legal significance, but in ordinary English a "representation" is a description of something and a "warranty" is a promise or guarantee to do something prospectively. If you're selling something you may give a detailed or vague representation of that thing, and/or make an broad or narrow commitment to rectify problems that may arise after the sale. A bad representation is false or inaccurate, a bad warranty is unavailable or unfulfilled.
The 'promise' portion of a merger agreement is the indemnity section, which stipulates that the seller will indemnify the buyer for losses arising out of a breach of a representation (subject to certain limitations).
Quote:
Originally Posted by
mafoofan 
I just assumed lawyers like using extra words.
Only the shitty ones.
Prevalence of Latin and Odle Englishe in a lawyer's written work seems to be inversely proportional to such lawyer's billing rate.
The expensive/experienced ones are incredibly elegant and eliminate any useless verbiage, fearing that a jury or other unsophisticated interpreter of the document could eventually misconstrue it.
It's the lackluster/inexperienced ones that love to sprinkle in whitnesseth, whereas, heretofore, "mutatis mutandis" and other words which do nothing but confuse, over-layer, and generally "cluster fuck" a document.
Regardless of political bent, Justice Scalia is a magician when it comes to eliminating useless words. The vast majority of lawyers could gain a lot but studying his style.